[Form 4] VAIL RESORTS INC Insider Trading Activity

Rhea-AI Filing Summary

William Rock, President, Mountain Division at Vail Resorts (MTN), reported multiple equity transactions on Form 4 dated 10/01/2025. The filing shows withheld shares to cover taxes on vested restricted share units (RSUs), sales of 129 and 242 common shares at $148.06 each, and awards: vesting/vesting-related acquisitions of RSUs totaling 448 and 839 shares on 09/29/2025 and a grant on 09/30/2025 of 4,349 RSUs. The filing also discloses a grant of 17,305 Share Appreciation Rights (SARs) exercisable through 09/30/2035. Following the transactions, beneficial ownership levels reported range from 8,850 to 17,305 underlying shares depending on security type, and all positions are reported as direct holdings.

Positive

• Substantial incentive alignment: grant of 17,305 Share Appreciation Rights vesting over three years with a $149.57 strike
• Retention-focused awards: RSU grants of 4,349 (2025) plus earlier RSU tranches vesting in equal annual installments

Negative

• Insider dispositions: sale of 129 and 242 shares at $148.06
• Share withholding for taxes: 448 shares withheld on vesting to satisfy tax obligations, reducing issued shares to the reporting person

Insights

Financial Analyst

TL;DR: Routine insider compensation and small open-market dispositions, neutral to MTN valuation near-term.

The Form 4 documents standard equity-based compensation activity: vesting RSUs and a substantial SAR grant of 17,305 units with a strike of $149.57, vesting over three years, which aligns management incentives with share-price performance. Two small dispositions (129 and 242 shares) occurred at $148.06, and tax-withholdings reduced issued RSU share totals. These actions are consistent with executive compensation practices and do not indicate a material change in ownership or control. Impact on share count and dilution is modest given the reported quantities.

Corporate Governance Expert

TL;DR: Compensation grants and withholding sales are routine; documentation appears complete and timely.

The reporting person is an officer and the filing discloses both grant and withholding mechanics for RSUs and a long-dated SAR award through 2035. Withholding of shares to satisfy tax obligations is explicitly noted, and the grants vest over three equal annual installments, which supports retention. The small open-market dispositions are identified with transaction codes and prices, and the form is signed by an attorney-in-fact, indicating proper execution. No departures from standard governance practices are visible in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rock William

(Last) (First) (Middle)

C/O VAIL RESORTS, INC.

390 INTERLOCKEN CRESCENT

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VAIL RESORTS INC [ MTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Mountain Division

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/29/2025		M		448	A	$0	8,979	D
Common Stock	09/29/2025		F		129(1)	D	$148.06	8,850	D
Common Stock	09/29/2025		M		839	A	$0	9,689	D
Common Stock	09/29/2025		F		242(1)	D	$148.06	9,447	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Unit	$0	09/29/2025		M			448	(2)	(2)	Common Stock	448	$0	0	D
Restricted Share Unit	$0	09/29/2025		M			839	(3)	(3)	Common Stock	839	$0	839	D
Restricted Share Unit	$0	09/30/2025		A		4,349		(4)	(4)	Common Stock	4,349	$0	4,349	D
Share Appreciation Right	$149.57	09/30/2025		A		17,305		(5)	09/30/2035	Common Stock	17,305	$0	17,305	D

Explanation of Responses:

1. These shares of common stock were withheld from the issuance of common stock to Reporting Person upon vesting of Restricted Share Units ("RSUs") in order to satisfy the Reporting Person's obligations for payment of withholding and other taxes due in connection therewith.

2. On September 29, 2022, Reporting Person was granted 1,344 RSUs, which vest in three equal installments commencing on the first anniversary of the grant date.

3. On September 29, 2023, Reporting Person was granted 2,517 RSUs, which vest in three equal installments commencing on the first anniversary of the grant date.

4. On September 30, 2025, Reporting Person was granted 4,349 RSUs, which vest in three equal annual installments commencing on the first anniversary of the grant date.

5. On September 30, 2025, Reporting Person was granted 17,305 Share Appreciation Rights, which vest in three equal annual installments commencing on the first anniversary of the grant date.

Remarks:

	/s/ Lucy Jensen, Attorney-in-Fact for William Rock	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did William Rock report on the Form 4 for Vail Resorts (MTN)?

The filing reports RSU vesting with 448 and 839 RSUs acquired on 09/29/2025, a grant of 4,349 RSUs on 09/30/2025, a grant of 17,305 SARs on 09/30/2025, and dispositions of 129 and 242 shares at $148.06.

Were any shares withheld for taxes in this Form 4?

Yes. 448 shares of common stock were withheld from RSU issuance to satisfy tax obligations upon vesting, as disclosed in the explanations.

What are the terms of the Share Appreciation Rights (SARs) reported?

The SARs carry an exercise price of $149.57, were granted on 09/30/2025, vest in three equal annual installments, and expire on 09/30/2035.

How much beneficial ownership was reported after the transactions?

Reported beneficial ownership levels following transactions vary by entry: examples include 8,850, 8,979, 9,447, 9,689, and 17,305 shares/underlying securities depending on security type.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by /s/ Lucy Jensen, Attorney-in-Fact for William Rock on 10/01/2025.

Do the transactions indicate a change in control or material disposition?

No. The filing shows routine compensation vesting and relatively small dispositions; it does not indicate a change in control or a material sale of holdings.